8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) 
of The Securities Exchange Act of 1934

Date of Report: October 27, 2016

(Date of earliest event reported) 

Advanced Disposal Services, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-37904	90-0875845
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

90 Fort Wade Road
Ponte Vedra, Florida 32081
(Address of principal executive offices and zip code)

(904) 737-7900
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01              Other Events.

On October 27, 2016, Advanced Disposal Services, Inc. issued a press release announcing that it has priced its previously announced private offering of $425 million aggregate principal amount of its 55/8% Senior Notes due 2024. A copy of the press release, dated October 27, 2016, announcing the pricing of the offering is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.

Item 9.01             Financial Statements and Exhibits.

(d)           Exhibits.

The following exhibits are furnished herewith:

Exhibit
No.	Description
99.1	Press Release of Advanced Disposal Services, Inc., dated October 27, 2016, Announcing Pricing of Senior Notes Offering

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Advanced Disposal Services, Inc.
	By:	/s/ Jeffrey C. Everett
	Name	: Jeffrey C. Everett
	Title:	Vice President, Associate General Counsel
Dated:  October 28, 2016

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Exhibit Index

Number and Description of Exhibit

99.1 Press Release of Advanced Disposal Services, Inc., dated October 27, 2016, Announcing Pricing of Senior Notes Offering

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ADVANCED DISPOSAL SERVICES, INC. PRICES OFFERING OF $425 MILLION OF 55/8% SENIOR NOTES DUE 2024

PONTE VEDRA, Fla. (Oct. 27, 2016) — Advanced Disposal Services, Inc. (“Advanced Disposal”) (NYSE: ADSW) announced today that it has priced its previously announced private offering of $425 million aggregate principal amount of its 55/8% Senior Notes due 2024 (the “Senior Notes”). The offering was conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and is expected to close on or about November 10, 2016, subject to the satisfaction of closing conditions.

Advanced Disposal intends to use the net proceeds of the offering, together with borrowings under its previously announced proposed new Senior Secured Credit Facilities, to (i) repay all outstanding indebtedness under its existing credit agreement, (ii) finance a tender offer for $550 million aggregate principal amount of Advanced Disposal’s 81/4% Senior Notes due 2020, (iii) pay tender premiums and transaction fees and expenses and (iv) for general corporate purposes, to the extent proceeds remain.

The Senior Notes have not been registered under the Securities Act and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the Senior Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains a number of forward-looking statements.  Words, and variations of words such as “believe,” “expect,” “plan,” “continue,” “will,” “should,” and similar expressions are intended to identify our forward-looking statements.  These forward-looking statements involve risks and uncertainties, many of which are beyond

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our control, and important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks related to the capital markets.  For additional information on these and other factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC.  We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

About Advanced Disposal

Advanced Disposal brings fresh ideas and solutions to the business of a clean environment.  As the fourth largest solid waste company in the U.S., we provide integrated, non-hazardous solid waste collection, recycling and disposal services to residential, commercial, industrial and construction customers across 16 states and the Bahamas. Our team is dedicated to finding effective, sustainable solutions to preserve the environment for future generations. We welcome you to learn more at AdvancedDisposal.com or follow us on Facebook.

Contact:

Matthew Nelson

Advanced Disposal

(904) 737-7900

Matthew.Nelson@AdvancedDisposal.com

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